Common use of Reserve Requirements; Change in Circumstances Clause in Contracts

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Agreement, but prior to the first date on which the events described in clauses (w), (x), (y) and (z) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof hereof, but prior to the Obligation Termination Date, of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof hereof, but prior to the Obligation Termination Date, in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's ’s or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations participation in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be compensation under this Section 2.12 for any obligation to compensate any Lender costs incurred or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions reduction suffered with respect to any period prior to the date that is six months prior to such request if so long as such Lender or the Issuing Bank knew Bank, as applicable, shall have notified the applicable Borrower that it will demand compensation for such costs or could reasonably reduction under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or the Issuing Bank, as applicable, shall have become aware of such costs or reduction. Notwithstanding the foregoing, no notification contemplated by the preceding sentence shall in any event be made more than 30 days after the date that (w) all the Obligations have been expected indefeasibly paid in full, (x) the Lenders have no further commitment to be aware lend to either of the circumstances giving rise Borrowers under this Agreement, (y) the L/C Exposure has been reduced to such increased costs or reductions zero and (z) the Issuing Bank has no further obligation to issue Letters of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month periodCredit under this Agreement. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date Closing Date (or, in the case of this Agreement any New Term Lender, the Restatement Date) any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date (or, in the case of any New Term Lender, the Restatement Date) of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date (or in the case of any New Term Lender, the Restatement Date) in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or Fronting Bank by the jurisdiction in which such Lender or Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or Fronting Bank or shall impose on such Lender or the Issuing Fronting Bank or the London interbank Eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Revolving L/C Exposure or any Eurodollar Loans of such Lender or Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurodollar Loan or increase (or, in the cost to case of the Fronting Bank, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank its obligations pursuant hereto to a level below that which such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's or the Issuing Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) In the event any Lender or any Fronting Bank delivers a notice pursuant to paragraph (e) below, the Borrower may require, at the Borrower's expense and subject to Section 2.15, such Lender or such Fronting Bank to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 9.04) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Fronting Bank to such assignment, (iii) the Borrower shall have paid to the assigning Lender or the Fronting Bank all moneys accrued and owing hereunder to it (including pursuant to this Section 2.13) and (iv) in the case of a required assignment by any Fronting Bank, all outstanding Letters of Credit issued by such Fronting Bank shall be canceled and returned to such Fronting Bank. (e) Promptly after any Lender or any Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.13, such Lender or Fronting Bank will notify the Borrower thereof. Failure or delay on the part of any Lender or Fronting Bank so to notify the Issuing Bank Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand compensation with respect to such compensation; period or any other period, provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Fronting Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; reductions and provided further further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-six month period. The protection of this Section 2.13 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any change in in, applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Eurocurrency Loans, Fixed Rate Loans, Letter of Credit or participation thereinApplication made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or increase the cost to any Lender of Fixed Rate Loan, or issuing or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein Application, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower or the UK Borrower, as applicable, will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters under or in respect of Credit issued by the Issuing Bank pursuant hereto any Letter of Credit, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower or the UK Borrower, as applicable, shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower or the UK Borrower, as applicable, and shall be conclusive absent manifest error. The Borrower or the UK Borrower, as applicable, shall pay to such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein (but subject to paragraph (d) below and Section 2.20), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank, as applicable, of the principal of or interest on any LIBOR Loan, NIBOR Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of "Excluded Taxes") or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Fronting Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or Lender, the Issuing Fronting Bank or the London interbank market any other condition affecting this Agreement or Eurodollar LIBOR Loans, NIBOR Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar such Loan or to increase the cost to any such Lender or the Fronting Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Fronting Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If Subject to Section 2.20, if any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Fronting Bank (or any lending office of such Lender) Lender or the Issuing Bank Fronting Bank) or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or promulgated after the date hereof by any such Governmental Authority Authority, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of its obligations under this Agreement or the Loans made by, or participations in Letters of Credit purchased by held by, such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank Fronting Bank, pursuant hereto to a level below that which such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's or the Issuing Bank's holding company guidelines with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank (or its holding company, as applicable, participating banks or other entities pursuant to Section 10.07) as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Except as provided in paragraph (d) below, the Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it such Lender or the Fronting Bank within 10 30 days after its receipt of the same. Each Lender or the Fronting Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of such Loans' Interest Periods. (d) Failure or delay on the part of any Lender or the Issuing Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions rights with respect to any period to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period or any other period; provided, however, that neither any Lender nor the Fronting Bank shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions suffered more than 90 days prior to the date on which it shall have requested compensation therefor; provided further, that is six months prior if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such request costs or reductions shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section 2.14, neither any Lender nor the Fronting Bank shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender or the Issuing Fronting Bank knew to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender or could reasonably the Fronting Bank shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to (c) above as an increased cost, to the extent that the Borrower has previously paid such increased cost to such Lender or the Fronting Bank, such Lender or the Fronting Bank shall promptly forward such refund to the Borrower without interest. (e) Notwithstanding the foregoing provisions of this Section, no Lender shall demand compensation pursuant to this Section in respect of any Competitive Loan for any increased cost or reduction referred to above if the circumstance that would otherwise entitle it to such compensation shall have been expected publicly announced prior to be aware submission of the circumstances giving rise Competitive Bid pursuant to which such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedLoan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Letter of Credit Issuer in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) the rate of tax imposed on the overall net income of such Lender or the Letter of Credit Issuer and (ii) any Covered Taxes described in Section 2.17), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate) or the Letter of Credit Issuer or shall impose on such Lender or the Issuing Bank Letter of Credit Issuer or the London interbank Eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or the Letter of Credit Issuer, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank Letter of Credit Issuer of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurodollar Loan or increase (or, in the cost to case of the Letter of Credit Issuer, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank Letter of Credit Issuer hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank Letter of Credit Issuer to be material, then from time to time the Borrower Borrowers will pay to such Lender or the Issuing Bank, as the case may be, Letter of Credit Issuer upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Letter of Credit Issuer for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank Letter of Credit Issuer shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank Letter of Credit Issuer or any Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s capital or on the capital of such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank its obligations pursuant hereto to a level below that which such Lender or the Issuing Bank Letter of Credit Issuer or such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s policies and the policies of such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Letter of Credit Issuer to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Issuing Bank, as the case may be, Letter of Credit Issuer upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Letter of Credit Issuer or such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Letter of Credit Issuer setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Letter of Credit Issuer or its holding company, as applicable, company as specified in paragraph paragraphs (a) or and (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Representative through the Administrative Agent and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such each Lender or the Issuing Bank Letter of Credit Issuer the amount shown as due on any such certificate delivered by it within 10 ten (10) days after its receipt of the same. (d) Promptly after any Lender or the Letter of Credit Issuer has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.11, such Lender or the Letter of Credit Issuer will notify the Borrower Representative in writing thereof. Failure or delay on the part of any Lender or the Issuing Bank Letter of Credit Issuer so to notify the Borrower Representative or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Letter of Credit Issuer’s right to demand compensation with respect to such compensationperiod or any other period; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Issuing Bank Letter of Credit Issuer under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank Letter of Credit Issuer knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-six month period. The protection of this Section 2.11 shall be available to each Lender and the Issuing Bank Letter of Credit Issuer regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) In the event (i) any Lender or the Letter of Credit Issuer delivers a written notice to the Borrower Representative pursuant to paragraph (c) above, (ii) any Revolving Lender delivers a notice to the Borrower Representative pursuant to Section 2.12(a), or (iii) any Lender makes written demand for indemnification upon the Borrower Representative for payment pursuant to Section 2.17(c), in each case the Borrowers may require, at the Borrowers’ expense and subject to Section 2.13, such Lender or the Letter of Credit Issuer that delivers such notice or makes such demand to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 8.1) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrowers; provided that (w) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (x) the Borrowers shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and in the event of an assignment of a Revolving Credit Commitment, the Letter of Credit Issuer to such assignment, (y) the Borrowers shall have paid to the assigning Lender or the Letter of Credit Issuer all monies accrued and owing hereunder to it (including pursuant to this Section 2.11) and (z) in the case of a required assignment by the Letter of Credit Issuer, all outstanding Letters of Credit issued by the Letter of Credit Issuer shall be canceled and returned to the Letter of Credit Issuer or cash collateralized in the manner described in Section 2.18(c) hereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit or Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or change the basis of taxation payments in respect thereof (except for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.19 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank) or shall (iii) impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material), then the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement Change in Law regarding any capital or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, calculation of the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the such Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section 2.13 shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO RateEURIBOR or the Adjusted LIBOR) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six four months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such sixfour-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject a Lender to Taxes (other than Indemnified Taxes, Other Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower will pay to such Lender or the such Issuing Bank,, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank,, as the case may be, be for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the such Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any LIBOR Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London applicable interbank market any other condition affecting this Amended Agreement or Eurodollar LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority (including the National Association of Insurance Commissioners) charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Amended Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then then, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason thereforcircumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any Lender Lender, or the Issuing Bank (except any such reserve requirement which is reflected shall result in the Adjusted LIBO Rate) or shall impose imposition on such Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurodollar Loans Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost of agreeing to any Lender issue or of issuing or maintaining any or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit or purchasing or maintaining a participation therein Advances, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) ), by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or Agreement, such Lender's Commitment, the Revolving Credit Loans made by such Lender or participations such Lender's issuance or maintenance of or participation in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. (c) A certificate of a the Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Issuing Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower and shall such amount or amounts may be conclusive absent manifest errorreviewed by the Borrower. The Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such Lender or certificate delivered by the Issuing Bank Lender, the amount shown as due on any such certificate delivered by it within 10 days certificate. If the Borrower, after its receipt of any such certificate from the sameLender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein (but subject to paragraph (d) below and Section 2.20), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank, as applicable, of the principal of or interest on any LIBOR Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of “Excluded Taxes”) or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Fronting Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Lender, such Fronting Bank or the London interbank market any other condition affecting this Agreement or Eurodollar LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar such Loan or to increase the cost to any such Lender or such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender or the Issuing such Fronting Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, such Fronting Bank for such additional costs incurred or reduction suffered. (b) If Subject to Section 2.20, if any Lender or the Issuing any Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or any Fronting Bank (or any lending office of such LenderLender or Fronting Bank) or the Issuing Bank or any Lender's ’s or the Issuing any Fronting Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or promulgated after the date hereof by any such Governmental Authority Authority, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing such Fronting Bank's ’s capital or on the capital of such Lender's ’s or the Issuing such Fronting Bank's ’s holding company, if any, as a consequence of its obligations under this Agreement or the Loans made by, or participations in Letters of Credit purchased by held by, such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank any Fronting Bank, pursuant hereto to a level below that which such Lender or the Issuing such Fronting Bank or such Lender's ’s or the Issuing such Fronting Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing such Fronting Bank's policies and the policies of such Lender's or the Issuing Bank's holding company ’s guidelines with respect to capital adequacy) by an amount deemed by such Lender or the Issuing such Fronting Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Issuing Bank, as the case may be, such Fronting Bank such additional amount or amounts as will compensate such Lender or the Issuing such Fronting Bank or such Lender's ’s or the Issuing such Fronting Bank's ’s holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, any Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank (or its holding company, as applicable, participating banks or other entities pursuant to Section 10.07) as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Except as provided in paragraph (d) below, the Borrowers shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it such Lender or Fronting Bank within 10 30 days after its receipt of the same. Each Lender or Fronting Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of such Loans’ Interest Periods. (d) Failure or delay on the part of any Lender or the Issuing Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Fronting Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions ’s rights with respect to any period to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period or any other period; provided, however, that neither any Lender nor any Fronting Bank shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions suffered more than 90 days prior to the date on which it shall have requested compensation therefor; provided further, that is six months prior if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such request costs or reductions shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section 2.14, neither any Lender nor any Fronting Bank shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender or such Fronting Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender or any Fronting Bank shall receive as a refund any moneys from any source that it has listed on the Issuing Bank knew or could reasonably certificate provided pursuant to (c) above as an increased cost, to the extent that the Borrowers have been expected to be aware of the circumstances giving rise previously paid such increased cost to such increased costs Lender or reductions and of such Fronting Bank, such Lender or Fronting Bank shall promptly forward such refund to the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedBorrowers without interest.

Reserve Requirements; Change in Circumstances. Except with respect to Taxes, which shall be governed exclusively by Section 2.20: (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) , the Discount Rate or the Bank ▇▇▇▇ Rate), or shall impose on such Lender or the Issuing Bank or the London any applicable interbank market any other condition affecting this Agreement or Eurodollar Fixed Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (other than any change to the basis or rate of taxation applicable to any Lender), and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower applicable Borrowers will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts (without duplication of amounts paid by the Borrowers pursuant to Section 2.20) as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and setting forth in reasonable detail the calculation thereof, basis on which such amount or amounts were calculated shall be delivered to the U.S. Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 20 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 120 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six120-month day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein (but subject to paragraph (d) below and Section 2.21), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any LIBOR Loan or NIBOR Loan made by such Lender, any LC Disbursement or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the such Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank Bank, or the London interbank market or the international interbank market for deposits of the applicable currency any other condition affecting this Agreement or Eurodollar LIBOR Loans or NIBOR Loans made by such Lender or any Letter Letters of Credit or participation thereinissued by such Issuing Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar such Loan or increase the cost to any Lender of issuing or maintaining any Letter letter of Credit or purchasing or maintaining a participation therein credit or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender or the such Issuing Bank to be material, then the applicable Borrower (or, if such cost or reduction shall not be attributable to a particular Loan or Loans, Millennium America), will pay to such Lender or the such Issuing Bank, as the case may be, Bank upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If Subject to Section 2.22, if any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Bank or any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's or the any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or promulgated after the date hereof by any such Governmental Authority Authority, has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of its obligations under this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank Bank's pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the such Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company guidelines with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower Millennium America shall pay to such Lender or the such Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the such Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the each Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender (or the its participating banks or other entities pursuant to Section 10.06) or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Millennium America and shall be conclusive absent manifest error. The Borrower Except as provided in paragraph (d) below, the applicable Borrowers or Millennium America, as the case may be, shall pay such each Lender or the each Issuing Bank the amount shown as due on any such certificate delivered by it such Lender or such Issuing Bank within 10 30 days after its receipt of the same. Each Lender or each Issuing Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of such Loans' Interest Periods. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions rights with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim demand compensation for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period or any other period; provided, however, that no Lender or Issuing Bank shall be entitled to compensation under this Section for any costs incurred or reductions arising out suffered with respect to any date unless it shall have notified Millennium America or Millennium that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the retroactive application date on which it shall have become aware of such costs or reductions. Notwithstanding any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection other provision of this Section shall be available to each Section, no Lender and the or Issuing Bank regardless shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any possible contention of Lender or any Issuing Bank shall receive as a refund any moneys from any source that it has listed on the invalidity certificate provided pursuant to (c) above as an increased cost, to the extent that the applicable Borrower or inapplicability of Millennium America, as the lawcase may be, rulehas previously paid such increased cost to such Lender or such Issuing Bank's, regulation, agreement, guideline such Lender or other change such Issuing Bank shall promptly forward such refund to such Borrower or condition that shall have occurred or been imposedMillennium America without interest.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes based on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph clause (a) or (b) above), and showing the method of calculation thereofin reasonable detail, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. If such Lender receives a refund of any such amount, such Lender will promptly pay such amount over to the Borrower.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Lender, such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender Lender, Floorplan Loan Payment Obligation or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Loan or Floorplan Loan Payment Obligations or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made made, Floorplan Loan Payment Obligations paid or participations in Letters of Credit Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the such Issuing Bank Bank, as applicable, the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductionsrequest; provided further further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section shall be available to each Lender and the respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed; provided that if, after the payment of any amounts by the Borrower under this Section, any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issuing Bank, then such Lender or Issuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such Change in Law. (e) Notwithstanding anything in this Section 2.14 to the contrary, this Section 2.14 shall not apply to any Change in Law with respect to Taxes, which shall be governed exclusively by Section 2.20.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any LIBOR Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any state of the United States or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London applicable interbank market any other condition affecting this Amended Agreement or Eurodollar LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs actually incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority (including the National Association of Insurance Commissioners) charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Amended Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then then, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason thereforcircumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. In the event any Lender or the Issuing Bank ever receives a refund from any applicable Governmental Authority of any amount paid by the Borrower on account of the provisions of this Section 2.14, the applicable lender or Issuing Bank, as the case may be, shall repay those refunded amounts to the Borrower.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by any jurisdiction or any political subdivision thereof) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the such Issuing Bank (except any such reserve requirement which is already reflected in the Adjusted LIBO definition of the applicable Rate) ), or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan, Eurodollar Loans Loan, CD Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the applicable Borrower will shall pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it should have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made. (b) If any Lender or the Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority Authority, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank or its holding companyBank, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower and shall be conclusive absent manifest errorBorrower. The Borrower shall pay such each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its the receipt of the same. In the event any Lender delivers such a certificate, the Borrower may, at its sole expense and effort, require such Lender to transfer and assign, without recourse (in accordance with Section 9.04) all its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, however, that (i) such assignment shall not conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower shall have received a written consent of the Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior other period. (e) Without prejudice to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application survival of any lawother agreement contained herein, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of the agreements and obligations contained in this Section shall be available to each Lender and survive the Issuing Bank regardless of any possible contention payment in full of the invalidity or inapplicability principal of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedand interest on all Loans made hereunder.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon within 10 days after demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Revolving Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 270 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection Each Lender's determination and calculation of amounts due it under this Section 2.13 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedbinding on all parties hereto absent manifest error.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has either its principal office or applicable lending office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed determined in good faith by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand (in accordance with paragraph (c) below) such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's ’s or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, together with an explanation (and the calculation thereofcalculation) in reasonable detail, shall be delivered to the Borrower Borrower. In determining any additional amounts owing under this Section 2.15, each Lender or Issuing Bank will act reasonably and shall be conclusive in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s or Issuing Bank’s determination of compensation owing under this Section 2.15 shall, absent manifest error, unreasonableness or bad faith, be final and conclusive and binding on all parties hereto. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 15 days after its receipt of the same; provided that if the Borrower shall reasonably dispute such amount, the amount due shall be paid within three Business Days after such dispute is resolved. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction reductions in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation required to compensate any a Lender or the Issuing Bank under paragraph (a) or (b) above with respect pursuant to this Section for any increased costs or reductions with respect to any period incurred more than 90 days prior to the date that is six months prior to such request if such Lender or Issuing Bank, as the Issuing Bank knew or could reasonably have been expected to be aware case may be, notifies the Borrower of the circumstances change in law or other circumstance giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the fact that such circumstances would change in fact result in a claim for increased compensation by reason of law or other circumstance giving rise to such increased costs or reductions; provided further that reductions is retroactive, then the foregoing limitation 90 day period referred to above shall not apply be extended to any increased costs or reductions arising out include the period of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month periodeffect thereof. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein (other than Taxes) or (iii) shall subject any Lender or Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans made by it or any Letter of Credit or participation therein, or change the basis of taxation of payment to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.20 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time as specified in clause (c) below, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined determines that the adoption after the date hereof of any law, rule, regulation, agreement Change in Law affecting such Lender or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (Issuing Bank or any lending office of such Lender or such Lender) ’s or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity requirements, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit purchased by or Swing Loans held by, such Lender pursuant hereto Lender, or the Letters of Credit issued by the any Issuing Bank pursuant hereto Bank, to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time as specified in clause (c) below, the Borrower shall will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, calculation of the amount or amounts (and the basis thereof) necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section 2.14(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed. (e) In the event any Lender or Issuing Bank seeks compensation pursuant to this Section 2.14 that it would not have otherwise been entitled to seek except pursuant to the operation of the proviso in the definition of “Change in Law,” such Lender or Issuing Bank shall provide a certificate to the Borrower that it is generally also seeking such compensation from similarly situated borrowers under syndicated loan facilities similar to the facilities set forth herein.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this 42 37 Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) the rate of tax imposed on the overall net income of such Lender or the Fronting Bank and (ii) any Covered Taxes described in Section 2.17), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall impose on such Lender or the Issuing Fronting Bank or the London interbank eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurodollar Loan or increase (or, in the cost to case of the Fronting Bank, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank its obligations pursuant hereto to a level below that which such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's or the Issuing Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank or its holding company, as applicable, company as specified in paragraph paragraphs (a) or and (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after its receipt of the same. (d) Promptly after any Lender or the Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.11, such Lender or the Fronting Bank will notify the Borrower thereof. Failure or delay on the part of any Lender or the Issuing Fronting Bank so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand compensation with respect to such compensationperiod or any other period; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Fronting Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-six month period. The protection of this Section 2.11 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) In the event any Lender or the Fronting Bank delivers a notice pursuant to paragraph (c) above, the Borrower may require, at the Borrower's expense and subject to Section 2.13, such Lender or the Fronting Bank to assign, at par plus accrued interest, fees and Term Note Make-Whole Amounts, without recourse (in accordance with Section 9.4) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower; provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the Fronting Bank to such assignment, (iii) the Borrower shall have paid to the assigning Lender or the Fronting Bank all monies accrued and owing hereunder to it (including pursuant to this Section 2.11) and (iv) in the case of a required assignment by the Fronting Bank, all outstanding Letters of Credit issued by the Fronting Bank shall be canceled and returned to the Fronting Bank.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or the Fronting Bank by the jurisdiction in which such Lender or the Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall impose on such Lender or the Issuing Fronting Bank or the London interbank Eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Revolving L/C Exposure or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurodollar Loan or increase (or, in the cost to case of the Fronting Bank, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank its obligations pursuant hereto to a level below that which such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's or the Issuing Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) In the event any Lender or the Fronting Bank delivers a notice pursuant to paragraph (e) below, the Borrower may require, at the Borrower's expense and subject to Section 2.15, such Lender or the Fronting Bank to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 9.04) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the Fronting Bank to such assignment, (iii) the Borrower shall have paid to the assigning Lender or the Fronting Bank all monies accrued and owing hereunder to it (including pursuant to this Section 2.13) and (iv) in the case of a required assignment by the Fronting Bank, all outstanding Letters of Credit issued by the Fronting Bank shall be canceled and returned to the Fronting Bank. (e) Promptly after any Lender or the Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.13, such Lender or the Fronting Bank will notify the Borrower thereof. Failure or delay on the part of any Lender or the Issuing Fronting Bank so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand compensation with respect to such compensation; period or any other period, provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Fronting Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; reductions and provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-six month period. The protection of this Section 2.13 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or shall other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan or increase the cost of maintaining its obligation to make any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein such Loan, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Lender or the Issuing Bank to be materialother Recipient, then the Borrower will pay to such Lender or the Issuing Bankother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bankother Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined determines that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any Law affecting such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender or such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time the Borrower shall will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Administrative Agent setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank Administrative Agent or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank Administrative Agent the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 270 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six270-month day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand demand, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such or not having the force of law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its respective holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above with respect to this Section 2.14 for any increased costs or reductions incurred or suffered with respect to any period prior to the date that is six months prior to such request if unless such Lender or the Issuing Bank knew Bank, as the case may be, shall have notified the Borrower under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or could reasonably Issuing Bank, as applicable, shall have been expected to be become aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the such Issuing Bank or the London applicable interbank market any other condition affecting this Agreement or Eurodollar SOFR Loans or any other Loans made by such Lender or any Letter of Credit or participation therein; or (ii) subject any Lender or any Issuing Bank to any Taxes (other than Indemnified Taxes, Other Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar SOFR Loan or any other Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank or participations purchased pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the such Issuing Bank Bank, as applicable, the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided provided, that the Borrower shall not be under any obligation to compensate any Lender or the any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductionsrequest; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section 2.15 shall be available to each Lender and the respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed; provided, that if, after the payment of any amounts by the Borrower under this Section 2.15, any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issuing Bank, then such Lender or Issuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such Change in Law. (e) Notwithstanding anything in this Section 2.15 to the contrary, this Section 2.15 shall not apply to any Change in Law with respect to Taxes, which shall be governed exclusively by Section 2.21.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein therein, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations participation in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. Any Lender or Issuing Bank may utilize reasonable averaging and attribution methods in determining any amount or amounts under this paragraph. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrower, shall set forth in reasonable detail the circumstances giving rise to such certificate and the basis for calculation of the amount or amounts for which compensation is required, shall constitute rebuttable presumptive evidence of such amount or amounts and, if not rebutted within five Business Days, shall be conclusive absent manifest errorand binding. The Borrower shall pay such each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) Each Lender or Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge that will entitle such Lender or Issuing Bank to compensation pursuant to this Section (any such event, a "Compensation Event"). No Lender or Issuing Bank shall be entitled to compensation pursuant to this Section in respect of any Compensation Event for any period of time in excess of 365 days prior to such notice; provided that, if a Compensation Event by its terms is retroactive, such 365-day period shall be increased by the duration of the retroactive effect of such Compensation Event.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall subject any Lender or Fronting Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans or any Letter of Credit or participation therein, or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO LIBOR Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Fronting Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then the Borrower or Guarantor will pay to such Lender or the Issuing Bank, as the case may be, upon demand Fronting Bank in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption or effectiveness after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, such Lender’s Commitment hereunder or the Letters issuance of, or participation in, any Letter of Credit issued by the Issuing Bank pursuant hereto such Lender to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such account Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by to it within 10 ten (10) days after its receipt of the same. Any Lender or Fronting Bank receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable. (d) Failure or delay on the part of any Lender or the Issuing Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Fronting Bank's ’s right to demand compensation with respect to such compensationperiod or any other period; provided that the Borrower shall not be under any obligation required to compensate any a Lender or Fronting Bank pursuant to this Section 2.18 for any increased costs or reductions incurred more than 180 days prior to the Issuing date that such Lender or Fronting Bank under notifies the Borrower of the change in law giving rise to such increased costs or reductions, as the case may be, and of such Lender’s or Fronting Bank’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (ii) any request, rule, guideline or directive promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be (A) a change in law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), (B) the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation, administration, implementation or application of any of the foregoing by any Governmental Authority charged with the interpretation, administration, implementation or application thereof, (C) a request, rule, guideline or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority and (D) any other circumstance described in paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to 2.18, in each Lender and the Issuing Bank case regardless of any possible contention of the invalidity date enacted, adopted, promulgated or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedissued.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any LIBOR Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has its principal office or by any state of the United States or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London applicable interbank market any other condition affecting this Agreement or Eurodollar LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs actually incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority (including the National Association of Insurance Commissioners) charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's ’s or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then then, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason thereforcircumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. In the event any Lender or Issuing Bank ever receives a refund from any applicable Governmental Authority of any amount paid by the Borrower on account of the provisions of this Section 2.14, the applicable lender or Issuing Bank, as the case may be, shall repay those refunded amounts to the Borrower.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any LIBOR Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any state of the United States or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London applicable interbank market any other condition affecting this Amended Agreement or Eurodollar LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs actually incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority (including the National Association of Insurance Commissioners) charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's ’s or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Amended Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's ’s policies and the policies of such Lender's ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then then, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason thereforcircumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. In the event any Lender or the Issuing Bank ever receives a refund from any applicable Governmental Authority of any amount paid by the Borrower on account of the provisions of this Section 2.14, the applicable lender or Issuing Bank, as the case may be, shall repay those refunded amounts to the Borrower.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall imposechange the basis of taxation of payments to the Issuing Bank or any Lender hereunder (except for changes in respect of taxes on the overall net income of the Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), modify or deem applicable shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected Bank, or shall result in the Adjusted LIBO Rate) or shall impose imposition on such Lender or any Lender, the Issuing Bank or the London interbank market of any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Loans Loan made by such Lender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing issuing, maintaining or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Issuing Bank, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption of any law, rule, regulation or guideline arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or Agreement, such Lender's Commitment, the Loans or Swingline Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters any Letter of Credit issued by the Issuing Bank pursuant hereto or participation interest therein to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.Issuing (c) A certificate of a Lender or the Issuing Bank, each affected party setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank party or its holding company, as applicable, company as specified in paragraph (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the calculation thereofmanner in which such amount or amounts shall have been determined, shall be delivered to the Borrower Borrower, and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Bank Bank, as applicable, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender or the Issuing Bank shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or the Issuing Bank to give such notice shall not constitute a waiver of such party's right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or the Issuing Bank party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under type described in paragraph (a) or (b) above with respect to increased costs or reductions of this Section 2.11 with respect to any period prior shall not constitute a waiver of such party's right to the date that is six months prior demand compensation with respect to such request if such period or any other period; provided, however, that neither any Lender or nor the Issuing Bank knew shall be entitled to compensation under this Section 2.11 for any costs incurred or could reasonably reductions suffered with respect to any date unless it shall have been expected to be aware of notified the circumstances giving rise to Borrower that it will demand compensation for such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would in fact result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) Each Lender and the Issuing Bank agrees that it will designate a different lending or issuing office, as applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in its reasonable judgment, be disadvantageous to its interests.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Restatement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the Bank ▇▇▇▇ Rate or the Italian Fixed Rate, as the case may be) or shall impose on such Lender or the such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or Eurodollar Eurocurrency Loans or A/C Fronted Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof Restatement Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Restatement Closing Date in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's or the any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the such Issuing Bank's policies and the policies of such Lender's or the such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any change in in, applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Loans, Fixed Rate Loans, Letter of Credit or participation thereinApplication made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of Fixed Rate Loan, or issuing or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein Application, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters under or in respect of Credit issued by the Issuing Bank pursuant hereto any Letter of Credit, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate or in the Alternate Base Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein therein, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand following receipt of a certificate of such Lender to such effect in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall will pay to such Lender or the Issuing Bank, as the case may be, following receipt of a certificate of such Lender to such effect in accordance with paragraph (c) below, such additional amount or amounts as will shall compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a any Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and setting forth in reasonable detail an explanation of the calculation thereofbasis of requesting such compensation in accordance with paragraph (a) or (b) above, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall will pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it such Lender or the Issuing Bank within 10 days after its the Borrower's receipt of the samesame unless the Borrower has notified such Lender or the Issuing Bank, as the case may be, that it intends to exercise its rights under the next succeeding sentence. The Borrower, at its expense, at any time within 180 days after the delivery of such certificate, so long as no Event of Default shall have occurred and be continuing, may require such Lender or the Issuing Bank, as the case may be, to assign in accordance with the provisions of Section 9.04, at par plus accrued interest, without recourse or warranty and pursuant to an Assignment and Acceptance, its rights and obligations hereunder to a financial institution specified by the Borrower that is willing to accept an assignment of such rights and obligations on the terms hereof and that is reasonably acceptable to the Administrative Agent; provided, however, that (i) such assignment shall not conflict with or violate any law or regulation applicable to or binding on such Lender or the Issuing Bank, as the case may be, (ii) the Borrower shall have paid to the assigning Lender all amounts (other than interest) accrued and owing hereunder to it (including amounts accrued and owing pursuant to this Section 2.13) and (iii) the assignee Lender shall have executed and delivered an Assignment and Acceptance in accordance with Section 9.04. Notwithstanding anything in this Section 2.13(c) to the contrary, the Borrower shall not be entitled to require an assignment under this Section 2.13(c) with respect to any Lender or the Issuing Bank if, prior to any such requirement, such Lender or the Issuing Bank, as the case may be, shall have taken any action under Section 2.13(e) so as to eliminate the continued incurrence of the costs in respect of which payment was demanded. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided compensation with respect to such period or any other period, except that the Borrower shall not be under any obligation to compensate none of any Lender or the Issuing Bank shall be entitled to compensation under paragraph (a) this Section 2.13 for any costs incurred or (b) above with respect to increased costs or reductions reduction suffered with respect to any period prior to the date that is six months prior to such request if unless such Lender or the Issuing Bank knew or could reasonably Bank, as applicable, shall have been expected to be aware of notified the circumstances giving rise to Borrower that it will demand compensation for such increased costs or reductions under paragraph (c) above, not more than six months after the later of (i) such date and (ii) the earlier of the fact that date on which such circumstances would in fact result in a claim for increased compensation by reason Lender or the Issuing Bank, as applicable, shall have become aware or should have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month periodreduction. The protection of this Section 2.13 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. (e) Each Lender will, at the request of the Borrower, either designate a different lending office or transfer its Loans to an Affiliate of such Lender if such designation or transfer, as the case may be, (i) would avoid the need for, or minimize the amount of, any compensation to which such Lender is entitled pursuant to this Section 2.13 and (ii) would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender in any material respect.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such or not having the force of law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its respective holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above with respect to this Section 2.14 for any increased costs or reductions incurred or suffered with respect to any period prior to the date that is six months prior to such request if unless such Lender or the Issuing Bank knew Bank, as the case may be, shall have notified the Borrower under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or could reasonably Issuing Bank, as applicable, shall have been expected to be become aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) If any existing or future law, regulation or guideline, or the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, or compliance by the Lenders with any request or directive (whether or not having the force of law) of any such authority, shall either (i) impose, modify, or deem applicable or result in the application of, any reserve, special deposit, capital maintenance, capital ratio or similar requirement against loans or loan commitments made by any Lender or any person to which such Lender sells a participation in the Loans (such Lender and all such persons collectively, the "Banks") or against any other extensions of credit or commitments to extend credit or other assets of or any deposits or other liabilities taken or entered into by any Bank, or (ii) cause any Bank, in anticipation of the effectiveness of any capital maintenance, capital ratio or similar requirement, to take reasonable action to enable itself to comply therewith, or (iii) impose on any Bank any other condition regarding this Agreement or the Commitments, and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to any Bank of making or maintaining, or to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of, the Commitments or the obligation of the Borrowers hereunder or to reduce the amounts receivable by any Bank hereunder (which increase in cost or increase in (or imposition of) capital requirements or reduction in amounts receivable may be determined by each Bank's reasonable allocation of the aggregate of such cost increases, capital increases or impositions or reductions in amounts receivable resulting from such events), then, upon demand by such Bank, the Borrowers, shall be jointly and severally obligated to, at the Borrowers' option, either (a) pay to the Lenders all outstanding Obligations and terminate this Agreement or (b) immediately pay to such Bank from time to time as specified by such Bank, additional fees which shall be sufficient to compensate such Bank for such increased cost or increase in (or imposition of) capital requirements or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in Section 2.08 hereof. Upon the occurrence of any event referred to in clause (i), (ii) or (iii) above, a certificate setting forth in reasonable detail the increased cost, reduction in amounts receivable or amounts necessary to compensate any Bank as a result of an increase in (or imposition of) capital requirements submitted by any Bank to the Borrowers, shall be conclusive, absent manifest error or bad faith, as to the amount thereof. For purposes of this Section 2.10, in calculating the amount necessary to compensate a Bank for any increase in or imposition of capital requirements, such Bank shall be deemed to be entitled to a rate of return on capital (after federal, state and local taxes) of fifteen percent (15%) per annum. (b) A statement of each Lender or the Agent setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Agent) as specified in paragraph (a) above shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay each Lender or the Agent the amount shown as due on any such statement within ten (10) days after its receipt of the same. (c) Failure on the part of any Lender or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable or reduction in the rate of return earned on such Lender's capital, shall not constitute a waiver of such Lender's or the Agent's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return in the applicable period. The protection under this Section 2.10 shall be available to each Lender and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Agent for compensation. (d) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to the Borrowers (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its Applicable Lending Office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit loans or loan commitments extended by by, such Lender; or (iv) impose on any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein Loan, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder payment (whether of principal, interest or otherwise) by an amount deemed receivable by such Lender or the Issuing Bank to be materialrequire such Lender to make any payment in respect of any Eurodollar Loan, then the Borrower will Borrowers shall pay to such Lender or the Issuing BankAgent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing BankAgent's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may bedemand, such additional amount or amounts as will well compensate such Lender or the Issuing Bank Agent for such additional costs or such Lender's or the Issuing Bank's holding company for reduction. The Agent and each Lender agree to give notice to Chock of any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth change in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline interpretation or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender administration with reasonable promptness after becoming actually aware thereof and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of applicability thereof to the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedTransactions.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the Bank ▇▇▇▇ Rate or the Italian Fixed Rate, as the case may be) or shall impose on such Lender or the such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or Eurodollar Eurocurrency Loans or A/C Fronted Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's or the any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the such Issuing Bank's policies and the policies of such Lender's or the such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate) or shall impose on such Lender Bank or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender Bank or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or to increase the cost to any Lender such Bank or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender Bank or the Issuing Bank hereunder or under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender Bank or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If any Lender Bank or the Issuing Bank shall have determined that the adoption after the date hereof applicability of any law, rule, regulation, agreement or guideline adopted after the date hereof regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) existing on the date hereof or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or the Issuing Bank (or any lending office of such Lenderthereof) or the Issuing Bank or any LenderBank's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's or the Issuing Bank's capital or on the capital of such LenderBank's or the Issuing Bank's holding company, if any, as a consequence of with respect to this Agreement or the Loans made by such Bank or participations in Letters any Letter of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto participation therein to a level below that which such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's or the Issuing Bank's policies and the policies of such LenderBank's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Bank or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks and the Issuing Bank on the understanding that the Banks and the Issuing Bank will not be required to maintain capital against their obligations to make Loans or issue Letters of Credit or purchase participations therein under currently applicable laws, regulations and regulatory guidelines. In the event Banks or the Issuing Bank shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Banks and the Issuing Bank will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of a Lender Bank or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender Bank or the Issuing Bank or its such Bank's or the Issuing Bank's holding company, as applicable, company as specified in paragraph (a) or (b) above, as the case may be, and the calculation thereofmanner in which such Bank or the Issuing Bank has determined the same, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the Bank or the Issuing Bank Bank, as the case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender Bank or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month other period. The protection of this Section shall be available to each Lender Bank and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement Amendment Closing Date any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets or liabilities (including “eurocurrency liabilities” as defined in Regulation D of the Board) of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank LC Issuer; (except any such reserve requirement which is reflected in the Adjusted LIBO Rateii) or shall impose on such any Lender or the Issuing Bank LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation participations by such Lender therein; or (iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or to increase the cost to such Lender or any Lender LC Issuer of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing BankLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) to such Lender or LC Issuer upon demand. (b) If any Lender or the Issuing Bank LC Issuer shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's Lender or LC Issuer or the Issuing Bank's holding companycompany of such Lender or LC Issuer, if anyas the case may be, as a consequence of this Agreement or Agreement, such Lender’s Commitments the Loans made by or participations in Letters of Credit purchased held by such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank such LC Issuer, pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's or the Issuing Bank's holding company of such Lender or LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or LC Issuer, as the Issuing Bank case may be, to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer for any such reduction sufferedwill be paid by the applicable Borrower (or, if such amount is #95460429v5 not attributable to any particular Borrower, the Company) to such Lender or LC Issuer, as the case may be. (c) A certificate of a any Lender or the Issuing Bank, LC Issuer setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) shall pay such Lender or LC Issuer, as the Issuing Bank case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased such period or any other period; provided, however, that no Lender or LC Issuer shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions with respect to any period suffered more than 90 days prior to the date that is six months prior to such request if such Lender or LC Issuer, as the Issuing Bank knew or could reasonably have been expected to be aware case may be, notifies the Company of the circumstances Change in Law giving rise to such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided further that, if the fact that such circumstances would Change in fact result in a claim for increased compensation by reason of Law giving rise to such increased costs or reductions; provided further that reductions is retroactive, then the foregoing limitation shall not apply 90 day period referred to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section above shall be available extended to each Lender and include the Issuing Bank regardless period of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedretroactive effect thereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the such Issuing Bank Bank, or (except any such reserve requirement which is reflected in the Adjusted LIBO Rateii) or shall impose on such Lender or the Issuing Bank or the London or Australian interbank market markets any other condition affecting this Agreement or Eurodollar LIBOR Loans or ▇▇▇▇ Rate Loans made by such Lender or any Letter Letters of Credit issued by such Issuing Bank or participation thereinparticipations therein or in Swingline Loans (excluding for purposes of this clause (ii) any Indemnified Taxes or Other Taxes, as to which Section 2.20 shall apply), and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar such Loan or increase the cost to any such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein Swingline Loan or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender or the such Issuing Bank to be material, then the applicable Borrower (or, if such cost or reduction shall not be attributable to a particular Loan or Letter of Credit, Millennium America) will pay to such Lender or the such Issuing Bank, as the case may be, upon demand Bank pursuant to Section 2.15(c) such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Bank or any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's ’s or the any Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or promulgated after the date hereof by any such Governmental Authority Authority, has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of its obligations under this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank Bank’s pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the such Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company ’s guidelines with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower Millennium America shall pay to such Lender or the such Issuing Bank, as the case may be, Bank pursuant to Section 2.15(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank such Lender’s or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a each Lender or the each Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender (or the its participating banks or other entities pursuant to Section 10.06) or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the calculation thereofcalculations used by such Lender or such Issuing Bank to determine such amount, shall be delivered to the Borrower Millennium America and shall be conclusive absent manifest error. The Borrower Except as provided in paragraph (d) below, the applicable Borrowers or Millennium America, as the case may be, shall pay such each Lender or the each Issuing Bank the amount shown as due on any such certificate delivered by it such Lender or such Issuing Bank within 10 30 days after its receipt of the same. Each Lender or each Issuing Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of the Interest Periods applicable to such Loans. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions ’s rights with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim demand compensation for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period or any other period; provided, however, that no Lender or Issuing Bank shall be entitled to compensation under this Section for any costs incurred or reductions arising out suffered with respect to any date unless it shall have notified Millennium America or Millennium that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. If a Lender or Issuing Bank receives a refund of any amount paid to it pursuant to paragraph (c) above, it shall pay over such refund to the applicable Borrower or Millennium America, as applicable, net of all reasonable out-of-pocket expenses of such Lender or Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the applicable Borrower or Millennium America, as applicable, agrees, upon the request of the retroactive application of any lawsuch Lender or Issuing Bank, regulation, rule, guideline to repay to such Lender or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of the amount paid over to the applicable Borrower or Millennium America (plus any possible contention of the invalidity or inapplicability of the lawpenalties, rule, regulation, agreement, guideline interest or other change charges imposed by the relevant Governmental Authority) in the event such Lender or condition that Issuing Bank is required to repay such refund to such Governmental Authority. This Section 2.15(d) shall have occurred not be construed to require any Lender or been imposedIssuing Bank to make available its tax returns (or any other information it deems confidential) to any Borrower or any other person.

Reserve Requirements; Change in Circumstances. (a) ---------------------------------------------- Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by any jurisdiction or any political subdivision thereof) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the such Issuing Bank (except any such reserve requirement which is already reflected in the Adjusted LIBO definition of the applicable Rate) ), or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan, Eurodollar Loans Loan, CD Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower will shall pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any . Notwithstanding the foregoing, no Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered entitled to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand request compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under this paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request Competitive Loan if such Lender or the Issuing Bank knew or could reasonably it should have been expected to be aware of the circumstances change giving rise to such increased costs or reductions and request at the time of submission of the fact that Competitive Bid pursuant to which such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that Competitive Loan shall have occurred or been imposedmade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Fronting Bank by the jurisdiction in which such Lender or Fronting Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing such Fronting Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing such Fronting Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing such Fronting Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing such Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing such Fronting Bank to be material, then the Borrower will pay to such Lender or the Issuing such Fronting Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing any Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company (or other person Controlling such Lender or Fronting Bank (a "holding company")) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing such Fronting Bank pursuant hereto to a level below that which such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's or the Issuing Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Fronting Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing any Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation interpretation, promulgation, implementation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall impose, modify or deem applicable any reserve, special liquidity, special-deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate) or shall impose on such any Lender or the Issuing Bank or on the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit Loan or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or Loan, to increase the cost to any such Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein participating in or to reduce the amount of any sum received or receivable by such Lender hereunder or the Issuing Bank hereunder under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof applicability of any law, rule, regulation, agreement or guideline adopted after the date hereof regarding capital adequacyadequacy or liquidity, or any change in any of the foregoing or the adoption after the date hereof of any change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) existing on the date hereof or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lenderthereof) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of with respect to this Agreement or the Loans made any Loan or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto participation therein to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their obligations to make Loans or purchase participations therein under currently applicable laws, regulations and regulatory guidelines. In the event that any Lender shall be advised by any Governmental Authority, or shall otherwise determine on the basis of pronouncements of any Governmental Authority, that such understanding is incorrect, it is agreed that each such Lender will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank or its such Lender’s holding company, as applicable, company as specified in paragraph (a) or (b) above, as the case may be, and the calculation thereofmanner in which such Lender has determined the same, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) For purposes of this Agreement, notwithstanding anything in this Agreement to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, interpretations, agreements, guidelines, directives and requests in connection therewith are deemed to have been adopted, and to have gone into effect, after the date of this Agreement, regardless of the date on which the same were actually adopted or went into effect.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein therein, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations participation in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. Any Lender or Issuing Bank may utilize reasonable averaging and attribution methods in determining any amount or amounts under this paragraph. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrower, shall set forth in reasonable detail the circumstances giving rise to such certificate and the basis for calculation of the amount or amounts for which compensation is required, shall constitute rebuttable presumptive evidence of such amount or amounts and, if not rebutted within five Business Days, shall be conclusive absent manifest errorand binding. The Borrower shall pay such each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) Each Lender or Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge that will entitle such Lender or Issuing Bank to compensation pursuant to this Section (any such event, a "Compensation Event"). No Lender or Issuing Bank shall be entitled to compensation pursuant to this Section in respect of any Compensation Event for any period of time in excess of 365 days prior to such notice; provided that, if a Compensation Event by its terms is retroactive, such 365- day period shall be increased by the duration of the retroactive effect of such Compensation Event.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the Bank ▇▇▇▇ Rate or the Italian Fixed Rate, as the case may be) or shall impose on such Lender or the such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or Eurodollar Eurocurrency Loans or A/C Fronted Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's ’s or the any Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the an Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by by, any Lender or the any Issuing Bank (Bank, except any such reserve requirement which that is reflected in the Adjusted LIBO Rate, the EURIBO Rate, the Discount Rate or the Bank ▇▇▇▇ Rate; (ii) subject any Lender or shall any Issuing Bank to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such any Lender or the any Issuing Bank or the London any applicable interbank market any other condition affecting this Agreement or Eurodollar Fixed Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (other than any change to the basis or rate of taxation applicable to any Lender), and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower applicable Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts (without duplication of amounts paid by the Borrowers pursuant to Section 2.20) as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall be proportionate and non-discriminatory relative to the amounts that such Lender or Issuing Bank charges borrowers or account parties for such additional amounts incurred in connection with substantially similar facilities as determined by such Lender or Issuing Bank acting in good faith exercising reasonable credit judgment. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's ’s or the such Issuing Bank's ’s policies and the policies of such Lender's ’s or the such Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the applicable Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered; provided that such amounts shall be proportionate and non-discriminatory relative to the amounts that such Lender or Issuing Bank charges borrowers or account parties for such additional amounts incurred in connection with substantially similar facilities as determined by such Lender or Issuing Bank acting in good faith exercising reasonable credit judgment. (c) A certificate of a Lender or the any Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and setting forth in reasonable detail the calculation thereof, basis on which such amount or amounts were calculated shall be delivered to the U.S. Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 20 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the such Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender or the such Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 120 days prior to such request if such Lender or the such Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six120-month day period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed. (e) For the avoidance of doubt, this Section 2.14 shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity requirements issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity requirements promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented but solely to the extent any Lender requesting any such compensation described in this Section 2.14 is generally imposing such charges on similarly situated borrowers where the terms of other syndicated credit facilities permit it to impose such charges.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand demand, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such or not having the force of law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its respective holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above with respect to this Section 2.14 for any increased costs or reductions incurred or suffered with respect to any period prior to the date that is six months prior to such request if unless such Lender or the Issuing Bank knew Bank, as the case may be, shall have notified the Borrower under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or could reasonably Issuing Bank, as applicable, shall have been expected to be become aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurocurrency Loan, Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by any jurisdiction or any political subdivision thereof) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender or the such Issuing Bank (except any such reserve requirement which is already reflected in the Adjusted LIBO definition of the applicable Rate) ), or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan, Eurodollar Loans Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Loan, Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the such Issuing Bank to be material, then the Borrower will shall pay to such Lender or the such Issuing Bank, as the case may be, upon within thirty (30) days of its receipt of written demand therefor such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any . Notwithstanding the foregoing, no Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered entitled to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand request compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under this paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request Competitive Loan if such Lender or the Issuing Bank knew or could reasonably it should have been expected to be aware of the circumstances change giving rise to such increased costs or reductions and request at the time of submission of the fact that Competitive Bid pursuant to which such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that Competitive Loan shall have occurred or been imposedmade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank or Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank or Issuing Bank by the jurisdiction in which such Bank or Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender Bank or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender Bank or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender Bank or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender Bank or the Issuing Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender Bank or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum sum, received or receivable by such Lender Bank or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank or the Issuing Bank Bank, in its reasonable judgment, to be material, then the relevant Borrower will pay to such Lender Bank or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender Bank or the Issuing Bank shall have determined determined, after the date hereof, that the applicability of any law, rule, regulation, agreement or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing (regardless of whether such law, rule, regulation, agreement or guideline (whether change in such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or the Issuing Bank or any LenderBank's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's or the Issuing Bank's capital or on the capital of such LenderBank's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender Bank pursuant hereto or the Letters any Letter of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's or the Issuing Bank's policies and the policies of such LenderBank's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or the Issuing Bank to be material, then from time to time the relevant Borrower shall pay to such Lender Bank or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender each Bank or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender Bank or the Issuing Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, as the case may be, and (ii) an explanation in reasonable detail of the calculation thereof, manner in which such amount or amounts shall have been determined shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender each Bank or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay Except as provided in this Section 2.13, failure on the part of any Lender Bank or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month other period. The protection of this Section 2.13 shall be available to each Lender Bank and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. No Bank or Issuing Bank shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the relevant Borrower that it will demand compensation for such costs or reductions not more than 180 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation any Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of lawLaw) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income (including without limitation franchise taxes on net income, branch profit taxes and alternate minimum income taxes) of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank is incorporated or has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) , by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulationLaw, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulationLaw, agreement or guideline (regardless of whether the change in such law, rule, regulationLaw, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, basis for computation of the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided provided, however, that in no event shall the Borrower be obligated to make any payment under this Section 2.13 in respect of increased costs incurred prior to the period commencing 90 days prior to the date on which demand for compensation in respect of such increased costs is first made. In addition, the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above incur liability for additional amounts with respect to increased costs or reductions with respect to any period prior to changes in the date that is six months prior to such request if basis of taxation described above for periods of time before such Lender or the Issuing Bank knew or could reasonably have been expected to be becomes aware of the circumstances giving rise to change in such increased costs or reductions and basis except in the case of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month perioda change. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of or the law, rule, regulationLaw, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made. Change in Legality.hange in Legality (a) Notwithstanding any other provision of this Agreement, if, after the date hereof, any change in any Law or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurodollar Competitive Loan and any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement First Amendment Effective Date any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets or liabilities (including “eurocurrency liabilities” as defined in Regulation D of the Board) of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank LC Issuer; (except any such reserve requirement which is reflected in the Adjusted LIBO Rateii) or shall impose on such any Lender or the Issuing Bank LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation participations by such Lender therein; or (iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or to increase the cost to such Lender or any Lender LC Issuer of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing BankLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) to such Lender or LC Issuer upon demand. (b) If any Lender or the Issuing Bank LC Issuer shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's Lender or LC Issuer or the Issuing Bank's holding companycompany of such Lender or LC Issuer, if anyas the case may be, as a consequence of this Agreement or Agreement, such Lender’s Commitments the Loans made by or participations in Letters of Credit purchased held by such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank such LC Issuer, pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's or the Issuing Bank's holding company of such Lender or LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or LC Issuer, as the Issuing Bank case may be, to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer for any such reduction sufferedwill be paid by the applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) to such Lender or LC Issuer, as the case may be. (c) A certificate of a any Lender or the Issuing Bank, LC Issuer setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) shall pay such Lender or LC Issuer, as the Issuing Bank case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased such period or any other period; provided, however, that no Lender or LC Issuer shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions with respect to any period suffered more than 90 days prior to the date that is six months prior to such request if such Lender or LC Issuer, as the Issuing Bank knew or could reasonably have been expected to be aware case may be, notifies the Company of the circumstances Change in Law giving rise to such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided further that, if the fact that such circumstances would Change in fact result in a claim for increased compensation by reason of Law giving rise to such increased costs or reductions; provided further that reductions is retroactive, then the foregoing limitation shall not apply 90 day period referred to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section above shall be available extended to each Lender and include the Issuing Bank regardless period of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedretroactive effect thereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Closing Date in any such law, rule, regulation, agreement or guideline (whether such or not having the force of law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender▇▇▇▇▇▇'s or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its respective holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate neither any Lender or nor the Issuing Bank shall be entitled to compensation under paragraph (a) or (b) above with respect to this Section 2.14 for any increased costs or reductions incurred or suffered with respect to any period prior to the date that is six months prior to such request if unless such Lender or the Issuing Bank knew Bank, as the case may be, shall have notified the Borrower under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or could reasonably Issuing Bank, as applicable, shall have been expected to be become aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or shall other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan or increase the cost of maintaining its obligation to make any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein such Loan, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Lender or the Issuing Bank to be materialother Recipient, then the Borrower will pay to such Lender or the Issuing Bankother Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bankother Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined determines that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any Law affecting such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender or such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time the Borrower shall will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicablethe case may be, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 270 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six270-month day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement the adoption of, or any change in in, applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Loans, Fixed Rate Loans, Letter of Credit or participation thereinApplication made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of Fixed Rate Loan, or issuing or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein Application, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters under or in respect of Credit issued by the Issuing Bank pursuant hereto any Letter of Credit, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, company (including the calculation thereof) as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by any Lender Bank or Issuing Bank, or shall result in the imposition on such Bank or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by Agreement, such Lender Bank's Commitment or any Application, Letter of Credit or participation participations therein, and the result of any of the foregoing shall be to increase the cost to such Lender Bank or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender Bank or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank or the Issuing Bank to be material, then the Borrower will pay to such Lender Bank or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If any Lender Bank or the Issuing Bank shall have determined that the adoption after the date hereof applicability of any law, rule, regulationregulation or guideline adopted after the Effective Date pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the Effective Date of any other law, agreement rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or Issuing Bank (or any lending office of such LenderBank or Issuing Bank) or the Issuing Bank or any LenderBank's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's or the Issuing Bank's capital or on the capital of such LenderBank's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Bank's or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto Issuing Bank's Commitment or the Letters of Credit issued by the Issuing Bank or participations therein pursuant hereto to a level below that which such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank or such LenderBank's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks and the Issuing Banks on the understanding that the Banks and Issuing Bank will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. (c) A certificate of a Lender the Bank or the Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Lender the Bank or the Issuing Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower and shall such amount or amounts may be conclusive absent manifest errorreviewed by the Borrower. The Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Bank or Issuing Bank, within 10 Business Days after receipt by the Borrower of such Lender certificate delivered by the Bank or the Issuing Bank Bank, the amount shown as due on any such certificate delivered by it within 10 days certificate. If the Borrower, after its receipt of any such certificate from the sameBank or Issuing Bank, disagrees with the Bank or Issuing Bank on the computation of the amount or amounts owed to the Bank or Issuing Bank pursuant to paragraph (a) or (b) above, the Bank or Issuing Bank and the Borrower shall negotiate in good faith to resolve such disagreement promptly. In either case, however, the Bank or Issuing Bank shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Bank or Issuing Bank, entail any cost or disadvantage to the Bank or Issuing Bank that the Bank or Issuing Bank is not reimbursed or compensated for by the Borrower. (d) Failure or delay on the part of any Lender Bank or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions compensation with respect to any period other period; provided that if any Bank or Issuing Bank fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Bank or Issuing Bank shall, with respect to amounts payable pursuant to this Section 2.10 resulting from such event only be entitled to payment under this Section 2.10 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that is six months prior to such request if such Lender Bank or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to does make such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month perioddemand. The protection of this Section 2.10 shall be available to each Lender and the Bank or Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall imposechange the basis of taxation of payments to the Issuing Bank or any Lender hereunder (except for changes in respect of taxes on the overall net income of the Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), modify or deem applicable shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected Bank, or shall result in the Adjusted LIBO Rate) or shall impose imposition on such Lender or any Lender, the Issuing Bank or the London interbank market of any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Loans Loan made by such Lender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing issuing, maintaining or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Issuing Bank, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption of any law, rule, regulation or guideline arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or Agreement, such Lender's Commitment, the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters any Letter of Credit issued by the Issuing Bank pursuant hereto or participation interest therein to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or for any such Lender's reduction suffered will be paid by the Borrower to such Lender or the Issuing Bank's holding company for any such reduction suffered, as applicable. (c) A certificate of a Lender or the Issuing Bank, each affected party setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank party or its holding company, as applicable, company as specified in paragraph (a) or (b) above, as the case may be, and containing an explanation in reasonable detail of the calculation thereofmanner in which such amount or amounts shall have been determined, shall be delivered to the Borrower Borrower, and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Bank Bank, as applicable, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender or the Issuing Bank shall give prompt notice to the Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or the Issuing Bank to give such notice shall not constitute a waiver of such party's right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or the Issuing Bank party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under type described in paragraph (a) or (b) above with respect to increased costs or reductions of this Section 2.11 with respect to any period prior shall not constitute a waiver of such party's right to the date that is six months prior demand compensation with respect to such request if such period or any other period; provided, however, that neither any Lender or nor the Issuing Bank knew shall be entitled to compensation under this Section 2.11 for any costs incurred or could reasonably reductions suffered with respect to any date unless it shall have been expected to be aware of notified the circumstances giving rise to Borrower that it will demand compensation for such increased costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and of (ii) the fact that such circumstances would in fact result in a claim for increased compensation by reason date on which it shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. (e) Each Lender and the Issuing Bank agrees that it will designate a different lending or issuing office, as applicable, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in its reasonable judgment, be disadvantageous to its interests.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO LIBOR Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon within 10 days after demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Revolving Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection Each Lender's determination and calculation of amounts due it under this Section 2.13 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedbinding on all parties hereto absent manifest error.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement Amendment Closing Date any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets or liabilities (including “eurocurrency liabilities” as defined in Regulation D of the Board) of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank LC Issuer; (except any such reserve requirement which is reflected in the Adjusted LIBO Rateii) or shall impose on such any Lender or the Issuing Bank LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation participations by such Lender therein; or (iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or to increase the cost to such Lender or any Lender LC Issuer of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing BankLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) to such Lender or LC Issuer upon demand. (b) If any Lender or the Issuing Bank LC Issuer shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's Lender or LC Issuer or the Issuing Bank's holding companycompany of such Lender or LC Issuer, if anyas the case may be, as a consequence of this Agreement or Agreement, such Lender’s Commitments the Loans made by or participations in Letters of Credit purchased held by such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank such LC Issuer, pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's or the Issuing Bank's holding company of such Lender or LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or LC Issuer, as the Issuing Bank case may be, to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer for any such reduction sufferedwill be paid by the applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) to such Lender or LC Issuer, as the case may be. (c) A certificate of a any Lender or the Issuing Bank, LC Issuer setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The applicable Borrower (or, if such amount is not attributable to any particular Borrower, the Company) shall pay such Lender or LC Issuer, as the Issuing Bank case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased such period or any other period; provided, however, that no Lender or LC Issuer shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions with respect to any period suffered more than 90 days prior to the date that is six months prior to such request if such Lender or LC Issuer, as the Issuing Bank knew or could reasonably have been expected to be aware case may be, notifies the Company of the circumstances Change in Law giving rise to such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided further that, if the fact that such circumstances would Change in fact result in a claim for increased compensation by reason of Law giving rise to such increased costs or reductions; provided further that reductions is retroactive, then the foregoing limitation shall not apply 90 day period referred to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section above shall be available extended to each Lender and include the Issuing Bank regardless period of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedretroactive effect thereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement Effective Date any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except (A) any such reserve requirement which is reflected in the Adjusted LIBO RateEurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost) or shall LC Issuer; (ii) impose on such any Lender or the Issuing Bank LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation participations by such Lender therein; or (iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or to increase the cost to such Lender or any Lender LC Issuer of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing BankLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender or LC Issuer upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the Change in Law giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made and such Lender shall have been aware of the additional cost of making such Competitive Loan resulting therefrom. (b) If any Lender or the Issuing Bank LC Issuer shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof Change in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's Lender or LC Issuer or the Issuing Bank's holding companycompany of such Lender or LC Issuer, if anyas the case may be, as a consequence of this Agreement or Agreement, such Lender’s Commitments the Loans made by or participations in Letters of Credit purchased held by such Lender pursuant hereto Lender, or the Letters of Credit issued by the Issuing Bank such LC Issuer, pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's or the Issuing Bank's holding company of such Lender or LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or LC Issuer, as the Issuing Bank case may be, to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or LC Issuer for any such reduction sufferedwill be paid by the Borrowers to such Lender or LC Issuer, as the case may be. (c) A certificate of a any Lender or the Issuing Bank, LC Issuer setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or LC Issuer, as the Issuing Bank case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above compensation with respect to increased such period or any other period; provided, however, that no Lender or LC Issuer shall be entitled to compensation under this Section 2.14 for any costs incurred or reductions with respect to any period suffered more than 90 days prior to the date that is six months prior to such request if such Lender or LC Issuer, as the Issuing Bank knew or could reasonably have been expected to be aware case may be, notifies the Company of the circumstances Change in Law giving rise to such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided further that, if the fact that such circumstances would Change in fact result in a claim for increased compensation by reason of Law giving rise to such increased costs or reductions; provided further that reductions is retroactive, then the foregoing limitation shall not apply 90 day period referred to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section above shall be available extended to each Lender and include the Issuing Bank regardless period of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedretroactive effect thereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or the Fronting Bank and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall impose on such Lender or the Issuing Fronting Bank or the London interbank eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurodollar Loan or increase (or, in the cost to case of the Fronting Bank, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. Increased Costs. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement --------------- Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender, the Swingline Lender or the Fronting Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Letter of Credit obligations, Fees or other amounts payable hereunder (other than changes in respect of income and franchise taxes imposed on such Lender, the Swingline Lender or the Fronting Bank by the jurisdiction in which such Lender, the Swingline Lender or the Fronting Bank is organized or has its principal or lending office or by any political subdivision or taxing authority thereof or therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any such Lender, the Swingline Lender or the Issuing Fronting Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate or in the Alternate Base Rate) or shall impose on such Lender, the Swingline Lender or the Issuing Fronting Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender, the Swingline Lender or the Issuing Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Swingline Lender or the Issuing Fronting Bank to be material, then the Borrower will pay to such Lender, the Swingline Lender or the Issuing BankFronting Bank following receipt of a certificate of such Lender, as the case may be, upon demand Swingline Lender or the Fronting Bank to such effect in accordance with Section 2.14(c) such additional amount or amounts as will compensate such Lender, the Swingline Lender or the Issuing Bank, as the case may be, Fronting Bank on an after-tax basis for such additional costs incurred or reduction suffered. Notwithstanding any other provision in this paragraph (a), none of any Lender, the Swingline Lender or the Fronting Bank shall be entitled to demand compensation pursuant to this paragraph (a) if it shall not be the general practice of such Lender, the Swingline Lender or the Fronting Bank, as applicable, to demand such compensation in similar circumstances under comparable provisions of other comparable credit agreements. (b) If any Lender, the Swingline Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof Closing Date of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) ), the Swingline Lender or the Issuing Fronting Bank or any Lender's, the Swingline Lender's or the Issuing Fronting Bank's holding company company, if any, with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any such Governmental Authority Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's, the Swingline Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's, the Swingline Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender, the Swingline Loans made by the Swingline Lender pursuant hereto or the Letters of Credit issued by the Issuing Fronting Bank pursuant hereto to a level below that which such Lender, the Swingline Lender or the Issuing Fronting Bank or such Lender's, the Swingline Lender's or the Issuing Fronting Bank's holding company company, if any, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's, the Swingline Lender's or the Issuing Fronting Bank's policies and the policies of such Lender's, the Swingline Lender's or the Issuing Fronting Bank's holding company company, if any, with respect to capital adequacy) by an amount deemed by such Lender, the Swingline Lender or the Issuing Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender, the Swingline Lender or the Issuing BankFronting Bank following receipt of a certificate of such Lender, as the case may be, Swingline Lender or the Fronting Bank to such effect in accordance with Section 2.14(c) such additional amount or amounts as will compensate such Lender, the Swingline Lender or the Issuing Fronting Bank or such Lender's, the Swingline Lender's or the Issuing Fronting Bank's holding company company, if any, on an after-tax basis for any such reduction suffered. Notwithstanding any other provision in this paragraph (b), none of any Lender, the Swingline Lender or the Fronting Bank shall be entitled to demand compensation pursuant to this paragraph (b) if it shall not be the general practice of such Lender, the Swingline Lender or the Fronting Bank, as applicable, to demand such compensation in similar circumstances under comparable provisions of other comparable credit agreements. (c) A certificate of a each Lender, the Swingline Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender, the Swingline Lender or the Issuing Fronting Bank or its holding company, as applicableif any, as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail an explanation of the calculation thereofbasis of requesting such compensation in accordance with paragraph (a) or (b) above, including calculations in reasonable detail, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such each Lender, the Swingline Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender, the Swingline Lender or the Issuing Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's, the Swingline Lender's or the Issuing Fronting Bank's right to demand compensation with respect to such compensation; provided period or any other period, except that none of any Lender, the Borrower shall not be under any obligation to compensate any Swingline Lender or the Issuing Fronting Bank shall be entitled to compensation under paragraph (a) this Section 2.14 for any costs incurred or (b) above with respect to increased costs or reductions reduction suffered with respect to any period prior to date unless such Lender, the date that is six months prior to such request if such Swingline Lender or the Issuing Bank knew or could reasonably Fronting Bank, as applicable, shall have been expected to be aware of notified the circumstances giving rise to Borrower that it will demand compensation for such increased costs or reductions under paragraph (c) above, not more than six months after the later of (i) such date and of (ii) the fact that date on which such circumstances would in fact result in a claim for increased compensation by reason Lender, the Swingline Lender or the Fronting Bank, as applicable, shall have become aware of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section 2.14 shall be available to each Lender, the Swingline Lender and or the Issuing Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or such Fronting Bank by the jurisdiction in which such Lender or such Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any or, in the case of the Letters of Credit, participated in by such Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or such Fronting Bank or shall impose on such Lender or the Issuing such Fronting Bank or the London interbank eurodollar market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing such Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurodollar Loan or increase (or, in the cost to case of such Fronting Bank, of making any Lender of issuing or maintaining payment under any Letter of Credit or purchasing or maintaining a participation therein Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing such Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing such Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, such Fronting Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing such Fronting Bank's capital or on the capital of such Lender's or the Issuing such Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank its obligations pursuant hereto to a level below that which such Lender or the Issuing such Fronting Bank or such Lender's or the Issuing such Fronting Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing such Fronting Bank's policies and the policies of such Lender's or the Issuing such Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing such Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing such Fronting Bank or such Lender's or the Issuing such Fronting Bank's holding company for any such reduction suffered. (c) A certificate of a each Lender or the Issuing Bank, Fronting Bank setting forth in reasonable detail the reason therefor, the such amount or amounts as shall be necessary to compensate such Lender or the Issuing such Fronting Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above, and as the calculation thereofcase may be, shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) In the event any Lender or Fronting Bank delivers a notice pursuant to paragraph (e) below, the Borrower may require, at the Borrower's expense and subject to Section 2.15, such Lender or such Fronting Bank to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 9.04) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower; PROVIDED that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and each applicable Fronting Bank to such assignment, (iii) the Borrower shall have paid to the assigning Lender or Fronting Bank all monies accrued and owing hereunder to it (including pursuant to this Section 2.13) and (iv) in the case of a required assignment by a Fronting Bank, all outstanding Letters of Credit issued by such Fronting Bank shall be canceled and returned to such Fronting Bank. (e) Promptly after any Lender or Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.13, such Lender or such Fronting Bank will notify the Borrower thereof. Failure or delay on the part of any Lender or Fronting Bank so to notify the Issuing Bank Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing such Fronting Bank's right to demand compensation with respect to such compensationperiod or any other period; provided PROVIDED that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Fronting Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Issuing such Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further PROVIDED FURTHER that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-six month period. The protection of this Section 2.13 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank as a result of a present or former connection between the Governmental Authority imposing such tax and such Lender or such Issuing Bank (except a connection arising solely from such Lender or such Issuing Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement)) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the such Issuing Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender or such Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the such Issuing Bank to be material, then the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made. (b) If any Lender or the any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the any Issuing Bank or any Lender's or the any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the such Issuing Bank's policies and the policies of such Lender's or the such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the any Issuing Bank, Bank setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand such compensation; provided provided, however, that the Borrower shall not be under any obligation to compensate any Lender or the any Issuing Bank may not demand compensation under paragraph (a) or (b) above with respect to increased costs or reductions with respect to this Section 2.14 for any period prior to the date that is six months commencing earlier than 90 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month perioddemand. The protection of this Section 2.14 shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision of this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender; (ii) subject any recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (d) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Term Loans made or held by such Lender Lender, or any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be which is to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing making, funding or maintaining any Letter of Credit Term Loan, or purchasing reduces any amount receivable by any Lender or maintaining a participation therein any applicable Lending Installation in connection with any Term Loan, or requires any Lender or any applicable Lending Installation to reduce make any payment calculated by reference to the amount of any sum Term Loans held or interest received or receivable by such Lender or the Issuing Bank hereunder (whether of principalit; then, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will shall pay to such Lender or the Issuing BankLender, as the case may bein accordance with clause (c) below, upon demand that portion of such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs increased expense incurred or reduction sufferedin an amount received which such Lender determines is attributable to making, funding and maintaining its Term Loans or its Term Loan Commitment. This covenant shall survive the termination of this Agreement and the prepayment or repayment of the Term Loan and all other amounts payable hereunder. (b) If any Lender or the Issuing Bank shall have determined determines that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, Change in Law affecting such Lender or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office Lending Installation of such Lender) , or the Issuing Bank or any such Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any Governmental Authority liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, any Term Loan Commitment or the any Term Loans made or held by, or participations in Letters of Credit purchased by any Term Loans held by, such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto Lender, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's or the Issuing Bank's ’s policies and the policies of such Lender's or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time the Borrower shall pay to the such Lender or the Issuing BankLender, as the case may be, in accordance with clause (c) below, the amount necessary to compensate for any shortfall in the rate of return on the portion of such additional amount or amounts as will compensate increased capital which such Lender or the Issuing Bank or determines is attributable to this Agreement, its Term Loans, its obligation to make any Term Loan hereunder (after taking into account such Lender's or the Issuing Bank's holding company for any such reduction suffered’s policies as to capital adequacy and liquidity). (c) A certificate of a Lender or the Issuing Bank, setting forth in reasonable detail the reason therefor, the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph clause (a) or (b) above, and the calculation thereof, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such the applicable Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 15 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand such compensation; provided provided, that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph clause (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months 180 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to be aware know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid Change in Law within such six180-month day period. The protection of this Section 2.15 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition Change in Law that shall have occurred or been imposed.